10-K 年度报告
Parts
Every annual report contains 4 parts and 15 schedules. They are
PART I
ITEM 1. Description of Business
ITEM 1A. Risk Factor
ITEM 1B. Unresolved Staff Comments
ITEM 2. Description of Properties
ITEM 3. Legal Proceedings
ITEM 4. Submission of Matters to a Vote of Security Holders
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
ITEM 6. Selected Financial Data
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
ITEM 8. Financial Statements and Supplementary Data
ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
ITEM 9A(T). Controls and Procedures
ITEM 9B. Other Information
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
ITEM 11. Executive Compensation
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
ITEM 14. Principal Accounting Fees and Services
PART IV
ITEM 15. Exhibits, Financial Statement Schedules Signatures
Part 1
Item 1 - Business
This describes the business of the company. Describes who and what the company does, what subsidiaries it owns, what markets it operates in. It may also include recent events, competition, regulations, and labor issues. (Some industries are heavily regulated, have complex labor requirements, which have significant effects on the business.) Other topics in this section may include special operating costs, seasonal factors, or insurance matters.
Item 1A - Risk Factors
Here, the company lays out anything that could go wrong, what are likely external effects, possible future failures to meet obligations, and other risks disclosed to adequately warn investors and potential investors.
Item 2 - Properties
This section lays out the significant properties, physical assets, of the company. This includes all types of property, including intellectual property.
Item 3 - Legal Proceedings
Here, the company discloses any significant pending law suit or other legal proceeding. References to these proceedings could also be disclosed in the Risks section or other parts of the report.
Item 4 - Submission of Matters to a Vote of Security Holders
Disclosures that must be stated regarding officers.
Item 5 - Market
Gives highs and lows of stock, in a simple statement.
Item 6 - Consolidated Financial Data
What it says
Item 7 - Management's Discussion and Analysis
Here, management discusses the operations of the company in detail by usually comparing the current period versus prior period. These comparisons provide a reader an overview of the operational issues of what causes such increases or decreases in the business.
Forward Looking Statements
This is the disclaimer that projections as to future performance are not guaranteed, and things could go otherwise.
Item 8 - Financial Statements
1. Independent Auditor's Report 2. Consolidated Statements of Operation 3. Consolidated Balance Sheets 4. other accounting reports and notes.
Here, also, is the going concerning opinion. This is the opinion of the auditor as to the viability of the company. Look for "unqualified opinion" expressed by auditor. This means the auditor had no hesitations or reservations about the state of the company, and the opinion is without any qualifications (unconditional).
Five percent ownership
Five percent ownership refers to companies or individuals who hold at least 5% of the total value of the stock of a public company. They usually are founders of the company or large mutual fund companies, and because of how much stock they own, they usually have access to the board of directors of the company and hold significant sway over the company.
Five percent owners must also file Schedule 13d with the SEC.
